UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 18th, 1998 • May & Speh Inc • Services-direct mail advertising services • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER By and Among Acxiom Corporation, ACX Acquisition Co., Inc.Rights Agreement • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Delaware
Exhibit 1.2 _________ Shares MAY & SPEH, INC. (a Delaware corporation) Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 19th, 1998 • May & Speh Inc • Services-direct mail advertising services • New York
115,000,000 % Convertible Subordinated Notes due 2003May & Speh Inc • February 19th, 1998 • Services-direct mail advertising services • New York
DATED AS OFCredit Agreement • October 23rd, 1998 • May & Speh Inc • Services-direct mail advertising services • Missouri
Exhibit 10.24 PURCHASE AND SALE AGREEMENT --------------------------- Dated: April 16, 1997 TABLE OF CONTENTS -----------------Purchase and Sale Agreement • December 29th, 1997 • May & Speh Inc • Services-direct mail advertising services • Illinois
Exhibit 10.1 AMENDMENT NO. 6 --------------- THIS AMENDMENT NO. 6 (this "Amendment"), dated as of January 30, 1998, is between MAY & SPEH, INC., an Illinois corporation ("Borrower"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation...May & Speh Inc • February 13th, 1998 • Services-direct mail advertising services
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day of October, 1997, between May & Speh, Inc., a Delaware corporation (the "Company") and Robert C. Early ("Executive"); WITNESSETH: A. Executive...Employment Agreement • March 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Illinois
EXHIBIT 10.2 FIRST AMENDMENT TO SECURITY AGREEMENT This First Amendment to Security Agreement, dated as of January 30, 1998 made by May & Speh, Inc., an Illinois corporation (the "Borrower"), to The Northern Trust Company, in its capacity as...Security Agreement • February 13th, 1998 • May & Speh Inc • Services-direct mail advertising services • Illinois
RECITALSStock Option Agreement • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Delaware
ForMay & Speh Inc • December 29th, 1997 • Services-direct mail advertising services
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Delaware
ForMay & Speh Inc • December 29th, 1997 • Services-direct mail advertising services
RECITALSEmployment Agreement • May 14th, 1997 • May & Speh Inc • Services-direct mail advertising services • Illinois
EXHIBIT 7 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of May 26, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and Albert J. Speh, Jr. (the "Stockholder"). WHEREAS, concurrently with the execution and delivery of...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
RECITALSStock Option Agreement • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Delaware
EXHIBIT 6 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of May 26, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and Lawrence J. Speh (the "Stockholder"). WHEREAS, concurrently with the execution and delivery of this...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
MAY & SPEHUnderwriting Agreement • February 19th, 1998 • May & Speh Inc • Services-direct mail advertising services • New York
RECITALSStock Option Agreement • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Delaware
TABLE OF CONTENTS -----------------Agreement and Plan of Merger • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services • Delaware
EXHIBIT 10.23 FIRST AMENDMENT TO THE EMPLOYMENT AND CONSULTING AGREEMENT AND GENERAL RELEASE The Employment and Consulting Agreement and General Release, made as of the 29th day of April, 1997, by and between May & Speh, Inc., a Delaware corporation,...Employment and Consulting Agreement • December 29th, 1997 • May & Speh Inc • Services-direct mail advertising services
RECITALSMay & Speh Inc • December 29th, 1997 • Services-direct mail advertising services
MAY & SPEHUnderwriting Agreement • March 18th, 1998 • May & Speh Inc • Services-direct mail advertising services
FORM OFNon-Qualified Stock Option Agreement • October 8th, 1996 • May & Speh Inc • Services-direct mail advertising services • Illinois
RECITALSMay & Speh Inc • December 29th, 1997 • Services-direct mail advertising services
EXHIBIT 3-B IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company"), and Robert A. Pritzker (the "Stockholder"). WHEREAS, Acxiom Corporation, a Delaware corporation...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
EXHIBIT 3 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company "), and Pritzker Foundation (the "Stockholder"). WHEREAS, Acxiom Corporation, a Delaware corporation...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
EXHIBIT 2 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of May 26, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company"), and Charles D. Morgan (the "Stockholder"). WHEREAS, concurrently with the execution and delivery of this...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
Ratio of earnings to fixed ---------------------------------------------------- ------------------------------------ charges 2.6 3.5 3.8 3.9 3.9 3.5 1.6 ------ ------------------------------------------------------------------------------- ---...May & Speh Inc • February 19th, 1998 • Services-direct mail advertising services
---------------------------------------------------------------------------------------- (A) Included in earnings for the three months ended December 31, 1997, was a one-time ---------------------------------------------------------------------------------------- restructuring charge of $4,700 before income taxes ($2,900 after taxes) relating to ---------------------------------------------------------------------------------------- payments made under existing contracts to prior members of management as disclosed ---------------------------------------------------------------------------------------- in Note 11 to the Company's consolidated financial statements. Excluding this ---------------------------------------------------------------------------------------- charge, the ratio of earnings to fixed charges would have been 4.8. ---------------------------------------------------------------------------------------- Page 1
EXHIBIT 3-A IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company "), and Trans Union Corporation (the "Stockholder"). WHEREAS, Acxiom Corporation, a Delaware corporation...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
RECITALS --------Employment and Consulting Agreement and General Release • August 14th, 1997 • May & Speh Inc • Services-direct mail advertising services • Illinois
EXHIBIT 8 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and each of the entities named on Exhibits A to the signature pages hereto (each a "Stockholder" and...May & Speh Inc • June 4th, 1998 • Services-direct mail advertising services
